The Magnificent Spider-Man 3 - What If?: Back in Black
by Cucumba
Summary: *ONESHOT* (Takes place after the defeat of Toxin in The Magnificent Spider-Man 3) What if, during the final battle with Carnage, that Elise got in the way to stop Carnage's attack instead of John? And what if Ken took the new Venom symbiote to kill Carnage and to show everybody his pain of loss to everybody for his life finally destroyed?


**_A bit of a spur of the moment thing I decided to do. What if, during the final battle with Carnage, that Elise got in the way to stop Carnage's attack instead of John? And what if Ken took the new Venom symbiote to kill Carnage, and used it to show everybody his pain of loss to everybody, even his allies and Carnage for his life finally destroyed?_**

**_Neon City - Oscorp - Time: 2:05 PM_**

_**May 30, 2016**_

Outside of Oscorp, still had all of the heroes fighting against the symbiotes while it was leaving craters all around the site while they kept hitting, blasting, and slashing through the army of symbiotes, until one stopped fighting with others following as a white blast came out of the building and began to destroy each and every other symbiote in the area, leaving them in the place of civilians, looking around wondering what really happened.

"Man... I guess that kid really DID know what he was doing." Daredevil said as Electra and Black Widow walked up to him and nodded, while Hulk looked around and began to calm down while returned into his normal form; Bruce Banner, while Iron Man looking up at the building.

"That kid... he's a hero alright." He said as he smiled a bit with Elise smiling a bit and ran to Oscorp, while inside the portal room, Spider-Man looked at the portal for a bit for he preparing himself if something unexpecting was about to come out, until he sighed and sat down on the ground.

"Man... I'm glad all of THAT is over with..." He said as while took off his mask, revealing Ken's now sweaty and still beat up face, removed the sweat from his forehead with his forearm, and looked at Neon City, seeing it was symbiote free and the invasion was finally over. "I-It's all back to normal... no more symbiotes, no more Carnage or Venom... no more of it.. it's over!" He smiled as Alex and John walked next to him, held out their hands while he accepted, and pulled him up as they looked at the site while smiling..

"Look at that Ken... you did that." John said as Ken smiled at him, Alex, then at the group filled with heroes and S.H.I.E.L.D soldiers.

"I never did it..." He said as he closed his eyes and looked over his shoulder at the portal. "..WE did it. Together." They all chuckled a bit while Alex rubbed his head.

"Hey King?" He asked as Ken looked at him. "I just... wanted to say sorry for all of... You know." Ken shook his head and patted Alexander's shoulder.

"The past is the past now Alex. All that matters is that it's over." He said as Alex smiled a bit.

"So... friends then?" He asked as Ken nodded while smiling, and the both of them shook hands.

"Yeah, friends." Ken said while they looked until they heard two bodies dropping, making them look for the portal spit out both Venom and Carnage, leaving them on the ground as he prepared himself. "I guess we're not done yet."

**"I-I had it... HAD IT ALL!" **Carnage said as he got up and looked at Ken in hatred. **"You destroyed it... EVERYTHING! I HAD IT ALL RIHT IN MY HANDS, AND YET I STILL LOST IT!"**

"Ironic, isn't it? Your 'weapon' just fought back against you." Ken asked as he smirked, to which angered Carnage. "Carnage, you might as well stand down. You can't win at this rate."

**"Don't give me that petty crap!" **Carnage yelled as the symbiote began to form tendrils around him. **"I'll hurt you... I'll SLASH you... I'LL KILL YOU!" **He quickly swung a tendril in complete rage at Ken, for it threw him to the side and against a wall, making him groan a bit in pain while slouching a bit.

**"King! What's the matter? My Neon City isn't looking like it use to!" **Spider-Man 3016 asked as Ken tried to get up, but couldn't as he was too hurt after everything that happened since the beginning of the adventure, for it finally caught up to him.

"Yeah, I'm dealing with something right now and it's not looking good... I-It looks like... Carnage is still back... and let's just say he isn't happy!" He said while he looked at Carnage as he made his fingers longer and sharper.

**"It's time I finish this... ONCE AND FOR ALL!" **He yelled as Elise ran to the scene.

"KEN!" She yelled as she ran as fast as she could while Carnage was about to stab Ken, but Elise got in front of him and took the stab, hitting her in the heart while Ken waited for the stab, but never came as his eyes were closed, but opened them and saw Elise with wide eyes.

"N-no..." He said as she coughed out blood.

"E-Elise... no..." John said as Carnage began to drain her life form through his fingers, draining her until she turned into husk and threw her to the ground, while Ken looked in shock as tears formed.

"ELISE!" He yelled as he ran and keeled down to her while holding her. "Elise... don't... don't leave me..." He began to hold her now dead body close to him, for he lost the woman he truly loved, and whom he planned to propose to. He kept crying for the longest of time until he slowly stopped and rose his head, with his eyes now filled with nothing but pure hatred, bloodlust, revenge, and no emotion, and got up as Carnage leaped toward him, until he was sent back by getting back handed.

"K-King?" Alexander asked as Ken put on his mask, becoming Spider-Man, walked toward the unconscious Venom and punched his fist into him while tendrils starting to consume him.

"I've had it... I've had it with losing the people I LOVE!" Spider-Man yelled as the tendrils around him started to cover him, forming parts of a black suit. "I've had it being viewed as some criminal... and not getting what I want from people! I'm the friendly neighborhood Spider-Man... NO MORE!" He took in the last of the symbiote, leaving Nick while it was forming a black suit Spider-Man, for it has two large white spider symbols on each side, front and back, that has eight legs, four on each side in between the head and large abdomen as they meet on the ribs, and the sharp ends of the abdomen go down onto his now white belt, along with him still having black scarf and mask as it still has the lenses of his suit, but now white.

"Ken... don't do this..." John said while preparing his pistol, while Carnage laughed.

**"Do you really think that'll help you?! I'll just control like I did with Nick!" **He said as his eyes glowed brightly, while Symbiote Spider-Man glowed the same, but resisted it.

"...Nice try you sick freak... I'll make you pay for what you did... Nice... Painfully... and slowly!" He said as he shot a tendril from his arm, hitting Carnage while it knocked him down a bit, but reacted by shooting his own tendrils at him, hitting Symbiote Spider-Man while he just stood there, ignoring it while he started to walk to Carnage, shocking him. "Carnage, you're just as dumb as you look. Did you forget I'M a symbiote now? And that The Black Suited Spider-Man is SUPERIOR!" Carnage began to swing tendril at him, but had no affect on him for he just ignored them and yanked them away.

**"B-but I don't understand! I CREATED THIS SYMBIOTE! I CONTROL YOU!" **Carnage yelled as he was suddenly grabbed by the neck by Symbiote Spider-Man, and was then punched harshly.

"...You're no longer in charge old man!" He said darkly with no emotion and began to punch him harder as blood and chunks of the Carnage symbiote began to come off, until he covered Carnage in tendril and began to slam him to the ground and threw him at a wall, stunning him while he tried to get up, but was stopped by Symbiote Spider-Man putting his foot on his head, grabbing a wire, cut it, and rubbed it against Carnage, making him scream from the torture while the sparks destroyed parts of the symbiote, until it lit him on fire. "See ya Carnage..."

**"N-NO! I CAN'T DIE LIKE THIS! NO! NO! I WON'T GO OUT LIKE THIS! I'LL GET YOU KEN KING! YOU HAVEN'T HEARD THE LAST OF M-" **Carnage yelled as the fire spread while the symbiote screeched while tendrils shook faster than before as it got on the floor while it's body wailed around until he suddenly stopped moving, showing Carnage died alongside it's host, Cletus Kasady, while Symbiote Spider-Man watched with having no emotion left in his heart while John and Alex walked to him.

"Ken, this is outrageous! I know he killed her... but was killing him really the answer?" John asked as Symbiote Spider-Man stared at him.

"Yes, it was. And now that he's gone, nobody would hurt anybody ever again... and I got what I wanted... for these past years, I've lived through hell worse than you can imagine.. and now I put all of that onto him and... it felt great."

"Ken... with what you did... I can't let you go." John said as he and Alex aimed their guns at him. "...Elise wouldn't approve of what you're doing."

"She's dead now...what makes you think she wouldn't? How would you know, HUH JOHN?!" Symbiote Spider-Man asked darkly, which quickly turned into rage as tendril began to cover John. "Where the hell were YOU when she was STABBED JOHN?!" The tendrils began to grow while John screamed until he stopped, turning him into a symbiote.

"K-King!" Alexander yelled as he was about to shoot, but Symbiote Spider-Man suddenly snapping his fingers, making the now Symbiote John attack and cover him in tendrils, turning him into a symbiote as well.

**"King, what's going on over there?! The city in my time is still the same! What's going on?!" **Spider-Man 3016 asked as Symbiote Spider-Man chuckled while walking to the portal.

"Let's just say... I'm making a few changes." He said while creating a large tendril and smashed the control panel, destroying the portal on both times.

**"King! Stop! What yo-" **Spider-Man 3016 yelled until he was interrupted, for the Chrono connection was cut, forever, until Black Cat ran up to Symbiote Spider-Man.

"Ken! Everythi-" She said until she looked around, seeing John and Alexander as symbiotes, Symbiote Spider-Man, and Elise and Cletus's dead corpses. "Oh my god... what happened?"

"Felicia, perfect timing. You're here to be with us." Symbiote Spider-Man said as he shot a tendril at her, grabbing and dragging her to him.

"K-Ken, stop what you're doing!" She said until she was being consumed by tendrils, forming around her like a cocoon until it suddenly exploded, leaving the Symbiote Black Cat lying on the floor, breathing a bit until he helped her up. **"I knew it! I knew you loved me, and me alone!"  
**  
"Yes... of course I did Felicia, my new Queen. Come... it's time... It's time to claim what's rightfully ours." Symbiote Spider-Man said as the two, holding each other by the arms, walked to the exit along with the symbiotes, following them until they got and opened the exit, with the heroes looking at him in question, then at shock as they prepared themselves.

"I can't believe you... and here we thought you were with us." Hawkeye said as he prepared his bow and arrow, alongside the other heroes preparing themselves, until Symbiote Spider-Man suddenly shot a tendril at one of the heroes, Hulk, turning him into a symbiote as all of the other heroes began to fight, while some of the now possessed symbiotic heroes were attacking each other while they began to multiply, turning each of the heroes into symbiotes at a quick pace.

**_Neon City - Oscorp - Time: 5:21 PM_**

The entire site of Neon City was now re-consumed by symbiotes once again, with the symbiotes now wondering through the streets and hunted down any last of anybody who wasn't taken over, while Symbiote Spider-Man stood on the State Building and watched all of it darkly until Symbiote Black Cat walked to him and held him from behind while she started trailing her finger on his face and chest.

**"Well my love... you always wanted the city... and now it's yours." **She said while she looked along with him. **"What is your first wish my king? We await your command."**Symbiote Spider-Man still watched for a bit until he looked at his hands.

"...It's funny... That my dad told me that with great power comes great responsibility... But now..." He said as he closed his fists and chuckled. "Now... I remember what power REALLY is..." He looked around more as the symbiotes began to gather around the building. "...You'll be back in my arms someway Elise... I promise... nobody, or anything, will say no to me again!" He rose his arms in power while the symbiotes began to screech, making Symbiote Spider-Man slowly began to laugh evilly, to which got louder for it showed he was now the king of the symbiotes, and there was nothing to stop him.


End file.
